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I screwed up.
I was involved in a merger of two companies in Q4 last year. Post merger, I let both companies slip on completing their audits. I figured we’d do the 2003 combined audit after audit season. In an attempt to save money, the company let it slide into the fall. This isn’t a governance issue – I’m comfortable that both companies are clean – it’s a timing issue – we figured we’d get it done later in the year to save money and just hadn’t gotten around to it.
Recently, this company was approached to be acquired. Due to their concern about SOX, the acquirer is insisting on a 2003 audit (not a surprise). However, their accountants also want final 2002 independent audits through close and 2002 combined stub period audit. A little surprising, but not unreasonable given the size of the transaction.
Independent of cost, we have a time delay as a result of the audits. In addition to the complexity of the various audits required, my company’s previous Big 4 auditor decided that they didn’t have time to continuing auditing this company. There were no technical or legal issues – I’m experiencing this throughout my portfolio – the Big 4 auditors are so busy with public / SOX work that they are billing ridiculous amounts for that they no longer care about VC-funded private company work (or the relationships with the venture firms that they worked so hard to develop between 1997 and 2002.) Our new auditors – one of the next 50 firms – is doing a great job – but they had to start from scratch and come up to speed on the company. The end result is that we’ll probably lose a month in the deal process due to the audit work.
So – the simple lesson if you are a venture funded company is to get your audits done by mid-year every year, no matter what. Since you’ll likely need previous year audit for a Q3 or Q4 transaction, you’re better off getting it done so it doesn’t hang you up in a transaction. Note that you don’t need a previous year audit to close a Q1 transaction and occassionally (but not always) don’t need one to close a Q2 transaction.
So – eat your wheaties. Do your audits early.